EXHIBIT 10(iii)(e)
                                                       Page 1 of 17



                             CHANGE OF CONTROL AGREEMENT
                      WITH CHAIRMAN AND CHIEF EXECUTIVE OFFICER


                    AGREEMENT made as of January 1, 1996, between
          INGERSOLL-RAND COMPANY, a New Jersey corporation (the "Company"),
          and ________________ (the "Employee").  Unless otherwise
          indicated, terms used herein and defined in Schedule A hereto
          shall have the meanings assigned to them in said Schedule.

                    The Company and the Employee agree as follows:

                    1.   OPERATION OF AGREEMENT.

                    This Agreement shall be effective immediately upon its
          execution and shall continue thereafter from year to year prior
          to a Change of Control Event unless terminated as of any
          anniversary of the date hereof by either party upon written
          notice to the other party given at least 60 days, but not more
          than 90 days, prior to such anniversary date.   Notwithstanding
          the foregoing, this Agreement may not be terminated after the
          occurrence of a Change of Control Event.

                    2.   AGREEMENT TERM.

                    The term of this Agreement shall begin on the date
          hereof and, unless terminated pursuant to paragraph 1 prior to a
          Change of Control Event, shall end on the fifth anniversary of
          the occurrence of a Change of Control Event.

                    3.   EMPLOYEE'S POSITION AND RESPONSIBILITIES.

                    (a)  The Employee will continue to serve the Company
          upon the occurrence of a Change of Control Event as the Chief
          Executive Officer of the Company.  In addition, the Company
          shall, upon the occurrence of such event, make its best efforts
          to insure the election and retention of the Employee as Chairman
          of the Board of the Company and any successor or parent company. 

                    (b)  During the term of this Agreement the Employee
          shall devote his entire business time and attention exclusively
          to the business and affairs of the Company and shall use his best
          efforts to promote the interests of the Company.  The
          participation of the Employee in outside directorships and civic
          activities not otherwise inconsistent with Company policy and the
          management of the Employee's personal investments in public
          companies in which the Employee holdings do not exceed 5% of the
          voting power or value of such companies shall not be deemed a
          violation of this paragraph 3.


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                                                       EXHIBIT 10(iii)(e)
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                    4.   COMPENSATION AND OTHER BENEFITS UPON CHANGE OF
          CONTROL EVENT.

                    The Company and the Employee agree that, upon the
          occurrence of any Change of Control Event, the Employee shall
          receive basic annual salary, bonus and fringe and other benefits
          as follows:

                         (a)  Basic Annual Salary and Bonus.  The
               Employee's basic annual salary shall be at a rate not less
               than the rate of annual salary, which has been paid to the
               Employee immediately prior to the Change of Control Event,
               with such annual increases (but not decreases) equal to the
               greater of (i) salary increases as may be contemplated by
               any salary adjustment programs of the Company in effect
               immediately prior to the Change of Control Event and
               applicable to the Employee and such further increases as
               shall be determined from time to time by the Board or (ii) a
               percentage equal to the percentage increase (if any) in the
               "Consumer Price Index for All Urban Consumers" published by
               the United States Department of Labor's Bureau of Labor
               Statistics for the then most recently ended 12-month period. 
               In addition, the Employee shall be entitled to receive an
               annual bonus in an amount not less than the highest annual
               bonus received by, or accrued on behalf of, the Employee
               during the lesser of (i) the five full Fiscal Years
               immediately preceding the Change of Control Event, or (ii)
               the number of full Fiscal Years immediately preceding the
               Change of Control Event during which the Employee has been
               employed by the Company.

                         (b)  Fringe Benefits; Business Expenses.  The
               Employee shall be entitled to receive benefits, including
               but not limited to pension (and supplemental pension),
               savings and stock investment plan (and supplemental savings
               and stock investment plan), stock award, stock option, and
               insurance (including life insurance, medical and disability
               income insurance and accident and personal liability
               insurance) plans on terms no less favorable than those in
               effect under each such plan immediately prior to the Change
               of Control Event, and at no less than the same benefit
               levels (and no more than the same employee contribution
               levels) then in effect under each such plan and to receive
               all other fringe benefits and perquisites (or their
               equivalent) from time to time in effect for the benefit of
               any executive, management or administrative group for which
               the employment position then held by the Employee entitles
               the Employee to participate.  The Company shall provide for
               the payment of, or reimburse the Employee for, all travel
               and other out-of-pocket expenses reasonably incurred by him
               in the performance of his duties hereunder. 

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                                                       EXHIBIT 10(iii)(e)
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                         (c)  Management Incentive Unit Award Plan.  The
               Company and the Employee further agree that immediately upon
               the occurrence of any Change of Control Event, all amounts
               theretofore credited to the Employee under the Company's
               Management Incentive Unit Award Plan, as amended (the "MIU
               Plan"), shall become fully vested and all such amounts
               thereafter credited shall become fully vested immediately
               upon such crediting.

                    5.   PAYMENTS AND BENEFITS UPON TERMINATION.

                    The Employee shall be entitled to the following
          payments and benefits upon Termination:

                         (a)  Salary and Bonus.  The Company shall pay to
               the Employee, in a cash lump sum on the Termination Date, an
               amount equal to the sum of (i) the basic annual salary and
               any annual bonus in respect of a completed fiscal year,
               which have not yet been paid to, the Employee through the
               Termination Date; (ii) an amount equal to the last annual
               bonus received by, or awarded to, the Employee for the full
               Fiscal Year immediately preceding the Termination Date
               multiplied by a fraction the numerator of which shall be the
               number of full months the Employee was employed by the
               Company during the Fiscal Year containing the Employee's
               Termination Date and the denominator of which shall be 12;
               and (iii) an amount equal to the number of unused vacation
               days to which the Employee is entitled as of the Termination
               Date and any other amounts normally paid to an employee by
               the Company upon termination of employment.  For these
               purposes, any partial month during which the Employee is
               employed shall be deemed a full month.

                         (b)  Severance.  The Company shall pay to the
               Employee, in a cash lump sum not more than 30 days following
               the Termination Date, an amount equal to three times the sum
               of (i) the highest basic annual salary in effect at any time
               during the period beginning immediately prior to the Change
               of Control Event and ending on the Termination Date; and
               (ii) the highest annual bonus received by, or accrued on
               behalf of, the Employee during the period beginning five
               full Fiscal Years immediately preceding the Change of
               Control Event and ending on the Termination Date.

                         (c)  Employee Benefit Plans.  For the three-year
               period following the Termination Date (or, if sooner, until
               the Employee is covered under a comparable plan offered by a
               subsequent employer), the Company shall continue to cover
               the Employee under those employee welfare benefit plans and
               programs (including, but not limited to, life, medical, 


                                          50<PAGE>


                                                       EXHIBIT 10(iii)(e)
                                                       Page 4 of 17


               prescription drugs, dental, accidental death and travel
               accident and disability coverage, but not including any
               severance pay plan or program other than that provided
               pursuant to this Agreement or any pension plan) applicable
               to the Employee on the Termination Date at the same benefit
               levels then in effect (or shall provide their equivalent);
               provided, however, that if the Employee becomes employed by
               a new employer that maintains any welfare plan that either
               (i) does not cover the Employee with respect to a pre-
               existing condition which was covered under the applicable
               Company welfare plan, or (ii) does not cover the Employee
               for a designated waiting period, the Employee's coverage
               hereunder under the applicable Company welfare plan (or the
               equivalent) shall continue (but shall be limited in the
               event of noncoverage due to a preexisting condition, to the
               preexisting condition itself) until the earlier of the end
               of the applicable period of noncoverage under the new
               employer's plan or the third anniversary of the Termination
               Date.  

                         (d)  Savings and Retirement Account Plans.  As
               soon as practicable following the determination thereof (but
               in any event no later than 30 days following the Termination
               Date), the Company shall pay the Employee an amount (in one
               lump sum cash payment) equal to the value (measured as of
               the last day of the month containing the Employee's
               Termination Date) of the sum of:  (i) the number of Common
               Stock equivalents credited to the Employee's account under
               the Supplemental Savings and Stock Investment Plan at the
               Termination Date multiplied by the Company Stock Value (as
               defined in Section 5(g) below); (ii) the amount credited to
               the Employee's account under the Supplemental Retirement
               Account Plan at the Termination Date; (iii) all
               contributions to, or amounts credited to, the Company's 
               Savings and Stock Investment Plan, Supplemental Savings and
               Stock Investment Plan, Retirement Account Plan and
               Supplemental Retirement Account Plan (and earnings and
               appreciation attributable thereto) that theretofore were
               made by the Company on behalf of the Employee and are
               forfeited as a result of the Employee's Termination; and
               (iv) three percent of the aggregate amount payable pursuant
               to subparagraphs 5(a) and 5(b) for each of the Savings and
               Stock Investment Plan and the Supplemental Savings and Stock
               Investment Plan and two percent for each of the Retirement
               Account and the Supplemental Retirement Account Plan.







                                          51<PAGE>


                                                       EXHIBIT 10(iii)(e)
                                                       Page 5 of 17


                         (e)  Pension Benefits.
            
                              (i)       No later than 30 days following the
               Termination Date, the Company shall pay the Employee an
               amount (in one lump sum cash payment) equal to the Present
               Value of the sum of the pension benefits the Employee is
               entitled to receive under (A) the Restated Ingersoll-Rand
               Company Supplemental Pension Plan (the "Section 415 Excess
               Plan"), (B) the Ingersoll-Rand Company Elected Officers
               Supplemental Program (the "Sixty-five Percent Program" or
               the "Program"), and (C) the Executive Supplementary
               Retirement Agreement (the "Ten Year Annuity"), all as in
               effect immediately prior to the Change of Control Event
               (collectively the "Pension Benefit").  

                         (ii)      In calculating the portion of the
               Pension Benefit under section 1.1 of the Section 415 Excess
               Plan the Company shall credit the Employee with five
               additional years of Credited Service (within the meaning of
               the Plan and including wage, vesting and age credit) and
               five additional years of age for purposes of the Section 415
               Excess Plan but not the Qualified Pension Plan.  (If, after
               crediting five years of age, the Employee is less than
               fifty-five years old, it will be assumed that the benefit
               commencement age is fifty-five).

                         (iii)     In calculating the portion of the
               Pension Benefit under the Sixty-five Percent Program, the
               Company shall: (A) credit the Employee with an additional
               five Years of Service and an additional five years of age
               for purposes of computing the amount of the Pension Benefit;
               (B) reduce age 65 to age 62 in Section 5.1 (b) (i) of the
               Program; (C) define "Final Average Salary" in Section 1.8 of
               the Program as 1/3 of the severance amount determined
               pursuant to Section 5(b) of this Agreement; and (D) for
               purposes of benefit offset determinations compute retirement
               account amounts invested in Company stock and the account
               balance from employer matching contributions made in Company
               stock in Appendix A, paragraph (a)(2) and (3) of the Program
               using the lowest closing sale price of the Company stock on
               the New York Stock Exchange during the twelve months
               preceding the Change in Control Event.

                         (iv)      In calculating the portion of the
               Pension Benefit under the Ten-Year Annuity the Company shall
               credit the Employee with five additional years of age but to
               an age no greater than 65.





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                                                       EXHIBIT 10(iii)(e)
                                                       Page 6 of 17


                         (v)       The Present Value of the Pension Benefit
               and the annuity value of the offsets referred to in
               paragraph (e) (iii)(D) above shall be calculated using (A)
               an interest rate equal to the product of (I) the 10-year
               Treasury Note rate as used in the Sixty-five Percent
               Program's definition of Actuarial Equivalent and (II) 1
               minus the federal income tax rate at the highest bracket of
               income for individuals in effect for the year containing the
               date of payment, (B) the mortality rate used to determine
               lump sum values in the Sixty-five Percent Program, and (C)
               actual age without the five year addition to age except that
               the Ten-Year Annuity Present Value shall be calculated using
               no mortality assumption and actual age plus the additional
               five years.

                         (vi)      Calculation of all pension benefits
               amounts hereunder shall be made, at the expense of the
               Company, by the Wellesley Hills, Massachusetts office of
               Watson Wyatt (or the Company's then actuary immediately
               prior to the change of Control Event).

                         (f)  Retiree Welfare Benefits.  For purposes of
               determining the Employee's eligibility for post-retirement
               benefits under any welfare benefit plan (as defined in
               section 3(1) of the Employee Retirement Income Security Act
               of 1974, as amended) maintained by the Company prior to the
               occurrence of a Change of Control Event, the Employee shall
               be credited with an additional five years of service and
               five years of age (or any combination of years of service
               and age not exceeding 10 years, to the extent necessary to
               qualify for benefits).  If, after taking into account such
               additional age and service, the Employee is eligible for the
               Company's post-retirement welfare benefits (or would have
               been eligible under the terms of such plans as in effect
               prior to the occurrence of the Change of Control Event), the
               Employee shall receive, commencing on the third anniversary
               of the Termination Date, post-retirement welfare benefits no
               less favorable than the benefits the Employee would have
               received under the terms and conditions of the applicable
               plans in effect immediately prior to the occurrence of the
               Change of Control Event.

                         (g)  Employee Stock Awards, Options, SARs and
               MIUs.  No later than 30 days following the Termination Date,
               the Company shall pay the Employee an amount (in one lump
               sum cash payment) equal to the aggregate Company Stock Value
               (defined below) of 100% of the Employee's then outstanding
               and unpaid stock and stock based awards under the Company's
               Incentive Stock Plan of 1990, the Incentive Stock Plan of
               1995, the MIU Plan and any similar plans of the Company (or 


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                                                       EXHIBIT 10(iii)(e)
                                                       Page 7 of 17


               any other company) hereafter adopted (at which time such
               stock and stock based awards shall be cancelled and be of no
               further force or effect).  In addition, all options to
               purchase shares of Common Stock of the Company (or the stock
               of any company in respect of which options have been granted
               to the Employee) ("Company Stock") and all stock
               appreciation rights held by the Employee immediately prior
               to Termination shall become exercisable at any time on and
               after the Termination Date, whether or not otherwise
               exercisable in accordance with the terms of the employee
               benefit plans pursuant to which such options and stock
               appreciation rights were granted.  For purposes of this
               Agreement, Company Stock Value shall be deemed to be the
               highest of: (i) the closing sale price of the Company Stock
               on the New York Stock Exchange on the Change of Control
               Event; (ii) the closing sale price of the Company Stock on
               the New York Stock Exchange on the Termination Date; and
               (iii) the highest closing sale price of the Company Stock on
               the New York Stock Exchange during the 30 trading days
               immediately preceding the acquisition of more than 50% of
               the outstanding Company Stock by any person or group
               (including affiliates of such person or group).  If, as of
               any valuation date, the Company Stock is not traded on the
               New York Stock Exchange, the Company Stock Value shall be
               the closing sale price of the Company Stock on the principal
               national securities exchange on which the Common Stock is
               traded or, if the Common Stock is not traded on any national
               securities exchange, the closing bid price of the Common
               Stock in the over-the-counter market.  

                         (h)  Valuation of Common Stock Equivalents.  The
               Employee's Common Stock Equivalents under the MIU Plan
               shall, for purposes of payments pursuant thereto, be valued
               at the Company Stock Value.  

                         (i)  Outplacement Expenses.  For the three year
               period following the Termination Date, the Company shall
               reimburse the Employee for all reasonable expenses (up to a
               maximum of $15,000 per 12 month period) incurred by the
               Employee for professional outplacement services by qualified
               consultants selected by the Employee.  

                    (6)  PARACHUTE EXCISE TAX GROSS-UP.

                         (a)  If, as a result of any payment or benefit
               provided under this Agreement, either alone or together with
               other payments and benefits which the Employee receives or
               is then entitled to receive from the Company, the Employee
               becomes subject to the excise tax imposed under Section 4999
               of the Internal Revenue Code of 1986, as amended (the 


                                          54<PAGE>


                                                       EXHIBIT 10(iii)(e)
                                                       Page 8 of 17


               "Code"), (together with any income, employment or other
               taxes, interest and penalties thereon an "Excise Tax"), the
               Company shall pay the Employee an amount (the "Gross-Up
               Payment") sufficient to place the Employee in the same
               after-tax financial position that he would have been in if
               he had not incurred any tax liability under Section 4999 of
               the Code.  For purposes of determining whether the Employee
               is subject to an Excise Tax, (i) any payments or benefits
               received by the Employee (whether pursuant to the terms
               hereof or pursuant to any plan, arrangement or other
               agreement with the Company or any entity affiliated with the
               Company) which payments ("Contingent Payments") are deemed
               to be contingent on a change described in Section
               280G(b)(2)(A)(i) of the Code shall be taken into account,
               (ii) the amount of payments or benefits under this Agreement
               treated as subject to the Excise Tax shall be equal to the
               lesser of (A) the total amount of all such payments and
               benefits hereunder as are Contingent Payments and (B) the
               amount of excess parachute payments within the meaning of
               280G(b)(1) of the Code payable to the Employee, and (iii)
               the Employee shall be deemed to pay the taxes at the highest
               marginal applicable rates of such taxation for the calendar
               year in which the Gross-Up Payment is to be made, net of the
               maximum deduction in federal income taxes which could be
               obtained from deduction of such state and local taxes. 

                         (b)  The determination of whether the Employee is
               subject to Excise Tax and the amounts of such Excise Tax and
               Gross-Up Payment, as well as other calculations hereunder,
               shall be made at the expense of the Company by the
               independent auditors of the Company immediately prior to the
               Change of Control Event, which shall provide the Employee
               with prompt written notice (the "Company Notice") setting
               forth their determinations and calculations.  Within 30 days
               following the receipt by the Employee of the Company Notice,
               the Employee may notify the Company in writing (the
               "Employee Notice") if the Employee disagrees with such
               determinations or calculations, setting forth the reasons
               for any such disagreement.  If the Company and the Employee
               do not resolve such disagreement within 10 business days
               following receipt by the Company of the Employee Notice, the
               Company and the Employee shall agree upon a nationally
               recognized accounting or compensation firm (the "Resolving
               Firm") to make a determination with respect to such
               disagreement.  If the Employee and the Company are unable to
               agree upon the Resolving Firm within 20 business days
               following the Employee Notice, the New York office of
               Towers, Perrin shall be the Resolving Firm.  Within 30
               business days following the Employee Notice, if the
               disagreement is not resolved by such time, each of the 


                                          55<PAGE>


                                                       EXHIBIT 10(iii)(e)
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               Employee and the Company shall submit its position to the
               Resolving Firm, which shall make a determination as to all
               such disagreements within 30 days following the last of such
               submissions, which determination shall be binding upon the
               Employee and the Company.  The Company shall pay all
               reasonable expenses incurred by either party in connection
               with the determinations, calculations, disagreements or
               resolutions pursuant to this paragraph, including, but not
               limited to, reasonable legal, consulting or other similar
               fees. 

                         (c)  The Employee shall notify the Company in
               writing of any claim by the Internal Revenue Service that,
               if successful, would require the payment by the Company of a
               Gross-Up Payment.  Such notification shall be given as soon
               as practicable but no later than 10 business days after the
               Employee is informed in writing of such claim and shall
               apprise the Company of the nature of such claim and the date
               on which such claim is requested to be paid.  The Employee
               shall not pay such claim prior to the expiration of the 30
               day period following the date on which the Employee gives
               such notice to the Company (or such shorter period ending on
               the date that any payment of taxes with respect to such
               claim is due).  If the Company notifies the Employee in
               writing prior to the expiration of such period that it
               desires to contest such claim, the Employee shall:

                              (i)   give the Company any information
               reasonably requested by the Company relating to such claim;

                              (ii)  take such action in connection with
               contesting such claim as the Company shall reasonably
               request in writing from time to time, including, without
               limitation, accepting legal representation with respect to
               such claim by an attorney reasonably selected by the Company
               and reasonably satisfactory to the Employee;

                              (iii) cooperate with the Company in good
               faith in order to effectively contest such claim; and

                              (iv)  permit the Company to participate in
               any proceedings relating to such claim;

               provided, however, that the Company shall bear and pay
               directly all costs and expenses (including, but not limited
               to, additional interest and penalties and related consulting
               or other similar fees) incurred in connection with such
               contest and shall indemnify and hold the Employee harmless,
               on an after-tax basis, for any Excise Tax or other tax
               (including interest and penalties with respect thereto)
               imposed as a result of such representation and payment of
               costs and expenses.  
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                                                       EXHIBIT 10(iii)(e)
                                                       Page 10 of 17


                         (d)  The Company shall control all proceedings
               taken in connection with such contest and, at its sole
               option, may pursue or forego any and all administrative
               appeals, proceedings, hearings and conferences with the
               taxing authority in respect of such claim and may, at its
               sole option, either direct the Employee to pay the tax
               claimed and sue for a refund or contest the claim in any
               permissible manner, and the Employee agrees to prosecute
               such contest to a determination before any administrative
               tribunal, in a court of initial jurisdiction and in one or
               more appellate courts, as the Company shall determine;
               provided, however, that if the Company directs the Employee
               to pay such claim and sue for a refund, the Company shall
               advance the amount of such payment to the Employee on an
               interest-free basis, and shall indemnify and hold the
               Employee harmless, on an after-tax basis, from any Excise
               Tax or other tax (including interest or penalties with
               respect thereto) imposed with respect to such advance or
               with respect to any imputed income with respect to such
               advance; and provided, further, that if the Employee is
               required to extend the statute of limitations to enable the
               Company to contest such claim, the Employee may limit this
               extension solely to such contested amount.  The Company's
               control of the contest shall be limited to issues with
               respect to which a Gross-Up Payment would be payable
               hereunder and the Employee shall be entitled to settle or
               contest, as the case may be, any other issue raised by the
               Internal Revenue Service or any other taxing authority.  In
               addition, no position may be taken nor any final resolution
               be agreed to by the Company without the Employee's consent
               if such position or resolution could reasonably be expected
               to adversely affect the Employee (including any other tax
               position of the Employee unrelated to the matters covered
               hereby).

                         (e)  As a result of the uncertainty in the
               application of Section 4999 of the Code at the time of the
               initial determination by the Company or the Resolving Firm
               hereunder, it is possible that Gross-Up Payments which will
               not have been made by the Company should have been made
               ("Underpayment"), consistent with the calculations required
               to be made hereunder.  In the event that the Company
               exhausts its remedies and the Employee thereafter is
               required to pay to the Internal Revenue Service an
               additional amount in respect of any Excise Tax, the Company
               or the Resolving Firm shall determine the amount of the
               Underpayment that has occurred and any such Underpayment
               shall promptly be paid by the Company to or for the benefit
               of the Employee.



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                                                       EXHIBIT 10(iii)(e)
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                         (f)  If, after the receipt by Employee of an
               amount advanced by the Company in connection with the
               contest of Excise Tax claim, the Employee becomes entitled
               to receive any refund with respect to such claim, the
               Employee shall promptly pay to the Company the amount of
               such refund (together with any interest paid or credited
               thereon after taxes applicable thereto).  If, after the
               receipt by the Employee of an amount advanced by the Company
               in connection with an Excise Tax claim, a determination is
               made that Employee shall not be entitled to any refund with
               respect to such claim and the Company does not notify the
               Employee in writing of its intent to contest the denial of
               such refund prior to the expiration of 30 days after such
               determination, such advance shall be forgiven and shall not
               be required to be repaid and the amount of such advance
               shall be offset, to the extent thereof, by the amount of the
               Gross-Up Payment.

                    7.   EFFECT ON OTHER ARRANGEMENTS.

                    Except to the extent expressly provided herein, no
          provision of this Agreement shall affect or limit any interests
          or rights vested in the Employee under any other agreement or
          arrangement with the Employee or under any pension, profit-
          sharing, medical or other insurance or other benefit plans of the
          Company which may be in effect and in which the Employee may be
          participating at any time.

                    8.   CONFIDENTIALITY.

                    The Employee agrees to hold in confidence any and all
          confidential information known to him concerning the Company and
          its businesses so long as such information is not otherwise
          publicly disclosed.

                    9.   MISCELLANEOUS.

                         (a)  Legal Expenses.  The Company shall pay all
               costs and expenses, including attorneys' fees, of the
               Company and, at least quarterly, the Employee, in connection
               with any legal proceedings, whether or not instituted by the
               Company, relating to the interpretation or enforcement of
               this Agreement.  In the event that the provisions of this
               paragraph shall be determined to be invalid or unenforceable
               in any respect, such declaration shall not affect the
               remaining provisions of this Agreement, which shall continue
               in full force and effect.





                                          58<PAGE>


                                                       EXHIBIT 10(iii)(e)
                                                       Page 12 of 17


                         (b)  Mitigation.  All payments or benefits
               required by the terms of this Agreement shall be made or
               provided without offset, deduction, or mitigation on account
               of income the Employee may receive from other employment or
               otherwise and the Employee shall not have any obligation or
               duty to seek any other employment or otherwise earn any
               amounts to reduce or mitigate any payments required
               hereunder.

                         (c)  Death of the Employee.  In the event of the
               Employee's death subsequent to Termination, all payments
               called for hereunder shall be paid to the Employee's
               designated beneficiary or beneficiaries, or to his estate if
               he has not designated a beneficiary or beneficiaries.

                         (d)  Notices.  Any notice or other communication
               provided for in this Agreement or contemplated hereby shall
               be sufficiently given if given in writing and delivered by
               certified mail, return receipt requested, and addressed, in
               the case of the Company, to the Company at:

                         200 Chestnut Ridge Road
                         Woodcliff Lake, New Jersey  07675
                         Attention:  Chairman of the Board
                                     of Directors

               and, in the case of the Employee, to the Employee at:




               Either party may designate a different address by giving
               notice of change of address in the manner provided above.

                         (e)  Waiver.  No waiver or modification in whole
               or in part of this Agreement, or any term or condition
               hereof, shall be effective against any party unless in
               writing and duly signed by the party sought to be bound. 
               Any waiver of any breach of any provision hereof or any
               right or power by any party on one occasion shall not be
               construed as a waiver of, or a bar to, the exercise of such
               right or power on any other occasion or as a waiver of any
               subsequent breach.

                         (f)  Binding Effect; Successors.  This Agreement
               shall be binding upon and shall inure to the benefit of the
               Company and the Employee and their respective heirs, legal
               representatives, successors and assigns.  If the Company
               shall be merged into or consolidated with another entity,
               the provisions of this Agreement shall be binding upon and 


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                                                       EXHIBIT 10(iii)(e)
                                                       Page 13 of 17


               inure to the benefit of the entity surviving such merger or
               resulting from such consolidation.  The Company will require
               any successor (whether direct or indirect, by purchase,
               merger, consolidation or otherwise) to all or substantially
               all of the business or assets of the Company, by agreement
               in form and substance satisfactory to the Employee, to
               expressly assume and agree to perform this Agreement in the
               same manner and to the same extent that the Company would be
               required to perform it if no such succession had taken
               place.  The provisions of this paragraph shall continue to
               apply to each subsequent employer of the Employee hereunder
               in the event of any subsequent merger, consolidation or
               transfer of assets of such subsequent employer.

                         (g)  Plan Limitations.  In the event the Company
               is unable to provide any benefit required to be provided
               under this Agreement through a plan sponsored by the Company
               or its Affiliates, the Company shall, at its own cost and
               expense, take appropriate actions to insure that alternative
               arrangements are made so that equivalent benefits can be
               provided to the Employee, including to the extent
               appropriate purchasing for the benefit of the Employee (and
               if applicable the Employee's dependents) individual policies
               of insurance providing benefits, which on an after-tax
               basis, are equivalent to the benefits required to be
               provided hereunder.  

                         (h)  Controlling Law.  This Agreement shall be
               governed by and construed in accordance with the laws of the
               State of New Jersey applicable to contracts made and to be
               performed therein.

                    10.  EFFECT ON PRIOR AGREEMENTS.

                    This Agreement contains the entire understanding
          between the parties hereto and supersedes in all respects any
          prior employment or severance agreement or understanding between
          the Company (or any affiliate thereof) and the Employee.


                    IN WITNESS WHEREOF, the Company and the Employee have
          executed this Agreement as of the day and year first above
          written.

                                             INGERSOLL-RAND COMPANY


                                             By                         


                                                                        

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                                                       EXHIBIT 10(iii)(e)
                                                       Page 14 of 17


                                                                 Schedule A



                                 CERTAIN DEFINITIONS


                    As used in this Agreement, and unless the context
          requires a different meaning, the following terms have the
          meanings indicated:

                    "Affiliate", used to indicate a relationship with a
          specified person, means a person that directly, or indirectly
          through one or more intermediaries, controls, or is controlled
          by, or is under common control with, such a specified person.

                    "Associate", used to indicate a relationship with a
          specified person, means (i) any corporation, partnership, or
          other organization of which such specified person is an officer
          or partner; (ii) any trust or other estate in which such
          specified person has a substantial beneficial interest or as to
          which such specified person serves as trustee or in a similar
          fiduciary capacity; (iii) any relative or spouse of such
          specified person, or any relative of such spouse who has the same
          home as such specified person, or who is a director or officer of
          the Company or any of its parents or subsidiaries; and (iv) any
          person who is a director, officer, or partner of such specified
          person or of any corporation (other than the Company or any
          wholly-owned subsidiary of the Company), partnership or other
          entity which is an Affiliate of such specified person.

                    "Beneficial Owner" means the same as such term is
          defined by Rule 13d-3 under the Securities Exchange Act of 1934,
          as amended (or any successor provision at the time in effect);
          provided, however, that any individual, corporation, partnership,
          group, association, or other person or entity which has the right
          to acquire any of the Company's outstanding securities entitled
          to vote generally in the election of directors at any time in the
          future, whether such right is contingent or absolute, pursuant to
          any agreement, arrangement, or understanding or upon exercise of
          conversion rights, warrants or options, or otherwise, shall be
          deemed the Beneficial Owner of such securities.

                    "Board"  means the Board of Directors of the Company
          (or, if the Company is then a subsidiary of any other company, of
          the ultimate parent company).






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                                                       EXHIBIT 10(iii)(e)
                                                       Page 15 of 17


                    "Cause" means (i) any action by the Employee involving
          willful malfeasance or willful gross misconduct having a
          demonstrable adverse effect on the Company; (ii) substantial and
          continuing refusal by the Employee in willful breach of this
          Agreement to perform his employment duties hereunder; or
          (iii) the Employee being convicted of a felony under the laws of
          the United States or any state.

                    Termination of the Employee for Cause shall be
          communicated by a Notice of Termination given within one year
          after the Board (i) has knowledge of conduct or an event
          allegedly constituting Cause; and (ii) has reason to believe that
          such conduct or event could be grounds for Cause.  For purposes
          of this Agreement a "Notice of Termination" shall mean delivery
          to the Employee of a copy of a resolution duly adopted by the
          affirmative vote of not less than three-quarters of the entire
          membership of the Company's Board at a meeting of that Board
          called and held for the purpose (after reasonable notice to the
          Employee ("Preliminary Notice") and reasonable opportunity for
          the Employee, together with the Employee's counsel, to be heard
          before the Board prior to such vote) of finding, in the good
          faith opinion of the Board, that the Employee has engaged in the
          conduct constituting Cause and specifying the particulars thereof
          in detail.  Upon the receipt of the Preliminary Notice, the
          Employee shall have 30 days in which to appear with counsel or
          take such other action as he desires on his behalf, and such 30-
          day period is hereby agreed to by the parties as a reasonable
          opportunity for the Employee to be heard.  The Board shall no
          later than 45 days after the receipt of the Preliminary Notice by
          the Employee communicate its findings to Employee.  A failure by
          the Board to make its finding of Cause or to communicate its
          conclusion within such 45-day period shall be deemed to be a
          finding that the Employee has not engaged in the conduct
          described herein.  Any termination of the Employee's employment
          (other than by death or Permanent Disability) within 45 days
          after the date that the Preliminary Notice has been given to the
          Employee shall be deemed to be a termination for Cause; provided,
          however, that if during such period the Employee voluntarily
          terminates other than for Good Reason or the Company terminates
          the Employee other than for Cause, and the Employee is found (or
          is deemed to be found) not to have engaged in the conduct
          described herein, such termination shall not be deemed to be for
          Cause.

                    "Change of Control Event" means the date (i) any
          individual, corporation, partnership, group, association or other
          person or entity, together with its Affiliates and Associates
          (other than a trustee or other fiduciary holding securities under
          an employee benefit plan of the Company), is or becomes the
          Beneficial Owner of securities of the Company representing 20% or


                                          62<PAGE>


                                                       EXHIBIT 10(iii)(e)
                                                       Page 16 of 17


          more of the combined voting power of the Company's then
          outstanding securities entitled to vote generally in the election
          of directors, unless a majority of the Continuing Directors
          determines in their sole discretion that a Change of Control
          Event has not occurred; (ii) the Continuing Directors fail to
          constitute a majority of the members of the Board; (iii) of any
          sale, lease, exchange or other transfer (in one transaction or a
          series of related transactions) of all, or substantially all, of
          the assets of the Company, other than any sale, lease, exchange
          or other transfer to any person or entity where the Company owns,
          directly or indirectly, at least 80 percent of the outstanding
          voting securities of such person or entity after any such
          transfer. 

                    "Continuing Director" means a director who either was a
          member of the Board on the date hereof or who became a member of
          the Board subsequent to such date and whose election, or
          nomination for election by the Company's shareholders, was Duly
          Approved by the Continuing Directors on the Board at the time of
          such nomination or election, either by a specific vote or by
          approval of the proxy statement issued by the Company on behalf
          of the Board in which such person is named as nominee for
          director, without due objection to such nomination.

                    "Duly Approved by the Continuing Directors" means an
          action approved by the vote of at least a majority of the
          Continuing Directors then on the Board, except, if the votes of
          such Continuing Directors in favor of such action would be
          insufficient to constitute an act of the Board if a vote by all
          of its members were to have been taken, then such term shall mean
          an action approved by the unanimous vote of the Continuing
          Directors then on the Board so long as there are at least three
          Continuing Directors on the Board at the time of such unanimous
          vote.

                    "Fiscal Year" means the fiscal year of the Company.

                    "Good Reason" means (i) a material adverse change in
          the Employee's job responsibilities, title or status from those
          in effect prior to the Change of Control Event which change
          continues for a period of at least 15 days after written notice
          from the Employee; (ii) a reduction of the Employee's base salary
          or target bonus, the failure to pay Employee's salary or bonus
          when due, or the failure to maintain on behalf of the Employee
          (and his or her dependents) benefits which are at least as
          favorable in the aggregate to those provided for in paragraph
          4(b); (iii) the relocation of the principal place of the
          Employee's employment to a location that is more than 35 miles
          further from the Employee's residence than such principal place
          of employment immediately prior to the Change of Control Event,


                                          63<PAGE>


                                                       EXHIBIT 10(iii)(e)
                                                       Page 17 of 17


          or the imposition of travel requirements on the Employee not
          substantially consistent with such travel requirements existing
          immediately prior to the Change of Control Event; (iv) the
          failure of the Company to obtain the assumption of, and the
          agreement to perform, this Agreement by any successor as
          contemplated in paragraph 8(f); (v) any voluntary resignation of
          Employee's employment following a Change of Control Event or (vi)
          the failure of the Company to perform any of its other material
          obligations under this Agreement and the continuation of such
          failure for a period of 15 days after written notice from the
          Employee.

                    "Permanent Disability", as applied to the Employee, 
          means that (i) he has been totally incapacitated by bodily injury
          or disease so as to be prevented thereby from performing his
          duties hereunder; (ii) such total incapacity shall have continued
          for a period of six consecutive months; and (iii) such total
          incapacity will, in the opinion of a qualified physician, be
          permanent and continuous during the remainder of the Employee's
          life.

                    "Termination" means (i) following the occurrence of a
          Change of Control Event, (A) the termination of the Employee's
          employment without Cause or (B) the resignation by an Employee
          for Good Reason upon ten days' prior written notice (or such
          shorter period as may be agreed upon between the Employee and the
          Company), and (ii) prior to the occurrence of a Change of Control
          Event, the termination of the Employee's employment or a material
          adverse change in the Employee's job responsibilities, title or
          status at the request of any individual or entity acquiring
          ownership and control of the Company; provided, that such term
          shall not include any termination of employment for Cause, any
          resignation without Good Reason, or any termination of employment
          on account of an Employee's death or Permanent Disability. 

                    "Termination Date" shall mean the effective date of an
          Employee's Termination; provided, that with respect to a
          Termination that occurs prior to a Change of Control Event, the
          effective date of such Termination shall be deemed to be the date
          immediately following the Change of Control Event.












                                          64<PAGE>